Exhibit 10.3


                                 LOAN AGREEMENT


     This Agreement is made and entered into with the intent that it be
effective as of June 18, 2002, by and between H. Deworth Williams, an
individual with an address/office of 56 West 400 South, Suite 220, Salt Lake
City, Utah 84101 ("Williams"), and Biophan Technologies, Inc., having an
address/office at 150 Lucius Gordon Drive, Suite 215, West Henrietta, New York
14586 (the "Company").

     WHEREAS, Williams desires to loan sums of money to the Company from time
to time in accordance with the terms and conditions described herein
(the "Loans"); and

     WHEREAS, the Company desires to receive the Loans from Williams upon the
terms and conditions described herein.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein
and all other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:

1.   The parties understand and agree that from time to time the Company may
     request Loans from Williams up to a maximum aggregate amount of $400,000,
     and Williams shall honor the Company's request for Loans.

2.   The Initial Loans and all other Loans, if any, made by Williams to the
     Company shall be repayable by the Company in accordance with the terms
     and conditions of this Loan Agreement and the Promissory Note, which is
     attached hereto and made part hereof as Exhibit B.

3.   The date and amount of all Loans made to the Company shall be recorded on
     Exhibit A.  The date and amount of any payments made by the Company to
     Williams shall also be recorded on Exhibit A (the "Payments").  From time
     to time, the parties shall amend Exhibit A as additional Loans and
     Payments are made so that the list is current at all times.

4.   Except as otherwise provided in the Promissory Note, Loans shall accrue
     interest from the date of said Loans at a rate of 8% per annum.

5.   The Company agrees to use the proceeds of the Loans made hereunder for
     general working capital purposes.

6.   The Company understands that as a condition to receiving the Loans it
     must execute this Loan Agreement and the Promissory Note.

7.   This Agreement and Exhibits A and B constitute the entire agreement
     between  Williams and the Company with respect to the subject matter
     hereof, and supersedes all prior understandings and agreements, written
     or oral, regarding the subject matter.  Unless otherwise provided herein,
     this Agreement may be modified or amended only by a written consent
     executed by both parties.

8.   This Agreement shall be governed by the laws of the State of Utah.  Both
     parties consent to the jurisdiction of the state and federal courts
     located in Salt Lake City, Utah, with respect to any disputes arising
     between the parties.

9.   All notices, requests, and demands to or upon the respective parties
     hereto shall be deemed to have been given or made when deposited in the
     mail, postage prepaid, addressed as set forth above or to such other
     address as may be hereafter designated in writing by the respective
     parties hereto.

10.  If any provision of this Agreement shall be or become illegal or
     unenforceable, in whole or in part, for any reason whatsoever, the
     remaining portions shall nevertheless be deemed valid, binding and
     subsisting.


     IN WITNESS WHEREOF, the undersigned have executed this Agreement with the
intent that it be effective as of the date first written above.

BIOPHAN TECHNOLOGIES, INC.


By:   /s/Robert J. Wood
   --------------------------
      Robert J. Wood, CFO


      /s/H. Deworth Williams
   --------------------------
      H. Deworth Williams




                              EXHIBIT A


     Date of                Payment  Principal   Accrued    Total
   Transaction  Loan Amount  Amount   Balance    Interest  Balance
---------------------------------------------------------------------
    6/18/02     $27,854.80
==============================



Date: June 18, 2002
      -------------

Signatures:

Biophan Technologies, Inc.
------------------------------


/s/Robert J. Wood
------------------------------
Robert J. Wood, CFO



/s/H. Deworth Williams
------------------------------
H. Deworth Williams



                              EXHIBIT B

                            PROMISSORY NOTE

Date:  June 18, 2002                                Rochester, New York

     For value received, Biophan Technologies, Inc., a company duly organized
and existing under the laws of the State of Nevada, having an address/office
at 150 Lucius Gordon Drive, Suite 215, West Henrietta, New York 14586
("Maker"), hereby promises to pay to the order of H. Deworth Williams, an
individual with an address/office at of 56 West 400 South, Suite 220, Salt
Lake City, Utah 84101 ("Payee"), the principal of the indebtedness evidenced
by the Loan Agreement between the Maker and the Payee dated June 18, 2002, as
amended from time to time (the "Loan Agreement"), on December 31, 2003 (the
"Maturity Date"), together with interest as specified herein, in lawful money
of the United States, at the address of the Payee, or such other address as
Payee may designate in writing to Maker, in accordance with and subject to the
following terms and conditions:

1.   The Note shall bear interest from the date hereof on the unpaid principal
     balance at a rate of eight percent (8%) per annum.

2.   In the event that any payment shall not be made within fifteen (15) days
     following its due date, the Maker agrees to pay a "late charge" in the
     sum of three percent (3%) of the amount then due for each month that
     payment is late.

3.   The Maker may, at its option at any one time or from time to time, prepay
     the Note, in whole or part, without premium or penalty.

4.   If payment of the Note becomes due and payable on a Saturday, Sunday or
     any other day on which commercial banks are authorized to close under the
     laws of the State of New York, the maturity thereof shall be extended to
     the next succeeding business day and interest thereon shall be payable
     during such extension.

5.   The entire unpaid principal and accrued interest shall become due and
     payable, at the option of the Payee, upon the happening of any of the
     following ("Event(s) of Default"):

    5.1   If the Maker defaults in the payment of any sum due hereunder, and
          such default is not cured within fifteen (15) business days from the
          date the Payee gives written notice of default to the Maker.

    5.2   If any judgment is entered against the Maker and such judgment is
          not satisfied within one hundred twenty (120) days after written
          notice from the Payee or if the Maker fails to file an appeal from
          such judgment and provide a bond sufficient to pay the same or
          otherwise obtain a stay of enforcement of such judgment within one
          hundred twenty (120) days after notice from the Payee.

    5.3   In the event the Maker makes a general assignment for the benefit of
          creditors, is subject to a proceeding under any bankruptcy or
          insolvency laws that is not dismissed within one hundred twenty
          (120) days of filing, has a receiver appointment for all or
          substantially all of its assets, or suffers an acceleration of or
          warrant of attachment for any indebtedness and fails to pay any
          indebtedness within one hundred twenty (120) days after written
          notice from Payee.

    5.4   In the event the Maker sells all or substantially all of its assets.

6.   The undersigned hereby waives presentment, demand for payment, notice of
     dishonor and any or all other notices or demands in connection with the
     delivery, acceptance, performance, default or enforcement of this note
     and hereby consent to any extensions or time, renewals, forbearances,
     releases of any party to this note, waive or modifications that may be
     granted or consented to by the Payee in respect to the time of payment or
     any other provisions of this note.  No waiver or modification of the
     terms hereof shall be valid unless in writing signed by the Payee, and
     then only to the extent therein set forth.

7.   In the event of default in the payment of this Note, the undersigned
     agrees to pay all costs of collection, including reasonable attorneys'
     fees, incurred by the Company, either with or without institution of an
     action or proceeding.

8.   This Note and the rights and obligations hereunder, shall be governed by
     and construed in accordance with the laws of the State of Utah.  The
     Maker hereby consents to the jurisdiction of the state and federal courts
     located in Salt Lake City, Utah.

9.   All notices, requests, and demands to or upon the respective parties
     hereto shall be deemed to have been given or made when deposited in the
     mail, postage prepaid, addressed as set forth above or to such other
     address as may be hereafter designated in writing by the respective
     parties hereto.

10.  This Note shall be binding upon and inure to the benefit of the Maker and
     the Payee and their respective successors and assigns, except that the
     Maker may not transfer or assign any of its rights or obligations
     hereunder without the prior written consent of the Payee.



     IN WITNESS WHEREOF, Maker has caused this Note to be executed and
delivered as of the date set forth above.


BIOPHAN TECHNOLOGIES, INC.


By:/s/Robert J. Wood
   ------------------------
      Robert J. Wood, CFO